DISCLOSURE - PT Wijaya Karya (Persero) Tbk

DISCLOSURE

To Comply with the Regulation of the Capital Market and Financial Institution Supervisory Agency No. IX.E.1,

Appendix to the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Agency

No. KEP. 412/BL/2009 dated 25 November 2009 on Affiliated Transactions and Conflicts of Interest in Certain

Transactions

The Company’s Board of Commissioners and Directors are fully responsible for the accuracy of all

information or material facts stated in this Disclosure and emphasise that there are no material

information and relevant facts are being withheld, that in so doing may result in the material

information contained in this Disclosure to become false and/or misleading.

PERUSAHAAN PERSEROAN (PERSERO) PT WIJAYA KARYA TBK.

Primary Business Activities:

Construction industry, fabrication industry, leasing services, agency services, investments, agroindustry, energy industry,

renewable energy and energy conversion, railway operation, port operation, airport operation, logistics, trade,

engineering, procurement, and construction, estate development and management, construction, information

technology, engineering and planning services

Domiciled in Jakarta, Indonesia

HEAD OFFICE

Jl. D.I. Panjaitan Kav. 9-10

Jakarta 13340, Indonesia

Telephone: (021) 8067 9200 Fax: (021) 2289 3830

www.wika.co.id

[email protected]

Disclosure of a Proposed First Amendment to the Cooperation Agreement on the Development and

Management of Land in Gangga, Bali with PT Wijaya Karya Realty Tbk.

Disclosure published in Jakarta on 25 April 2018

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DISCLAIMER:

This Document is a translation of an official document issued by the respective party. Every effort has been made to ensure that the contents of this document are identical, accurate, and faithful to that published in Bahasa Indonesia. If there are discrepancies between the Bahasa Indonesia and English document, the Bahasa Indonesia document shall prevail.

Contents I. INTRODUCTION ................................................................................................................................... 3

II. DESCRIPTION OF THE PROPOSED TRANSACTION ................................................................................ 6

III. BENEFITS OF THE TRANSACTION......................................................................................................... 8

IV. DESCRIPTION OF THE AFFILIATION ..................................................................................................... 8

V. INDEPENDENT PARTY AND SUMMARY OF ITS OPINION ..................................................................... 8

VI. IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL POSITION (PRO FORMA) .............. 10

VII. STATEMENT OF THE COMPANY’S DIRECTORS AND COMMISSIONERS.............................................. 15

VIII. ADDITIONAL INFORMATION ............................................................................................................. 16

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DISCLAIMER:


I. INTRODUCTION

A. Introduction

The Company was a Perusahaan Negara (State-owned Company) incorporated pursuant to the

Government Regulation No. 64 Year 1961 dated 29 March 1961 on the Incorporation of

Perusahaan Negara Widjaja Karja with the corporate name Perusahaan Negara Bangunan

Widjaja Karja. Subsequently, pursuant to the Government Regulation No. 40 of 1971 dated 22

July 1971, the Perusahaan Negara Bangunan Widjaja Karja was declared dissolved and its status

was converted into a Perusahaan Perseroan (Persero) (Limited Liability Company), incorporated

under the Laws of the Republic of Indonesia, as prescribed in the Deed of Limited Liability

Company (Akta Perseroan Terbatas) No. 110 dated 20 December 1972, made before Dian

Paramita Tamzil, delegate of Djojo Muljadi, S.H., a Notary in Jakarta, in conjunction with (juncto)

the Deed of Amendment (Akta Perubahan) No. 106 dated 17 April 1973, made before Kartini

Muljadi, S.H., a Notary in Jakarta, and has been approved by the Ministry of Justice of the

Republic of Indonesia in its Decision Letter No. Y.A.5/165/14 dated 8 May 1973, and has been

registered at the District Court of Jakarta, Number 1723 and Number 1724 dated 16 May 1973,

and has been announced in Supplement No. 683 of the Official Gazette of the Republic of

Indonesia No. 76 dated 21 September 1973 (“Deed of Establishment”).

Pursuant to the Government Regulation No. 53 Year 2007 on Change in Shareholding Structure

of the State through Issuance and Offering of New Shares in Perusahaan Perseroan (Persero) PT

Wijaya Karya, the Company has executed an initial public offering and subsequently converted

its status and changed its name to PT Wijaya Karya (Persero) Tbk. and was officially listed in the

Indonesia Stock Exchange on 29 October 2008 (“Initial Public Offering”).

Under the Deed of Amendment of the Articles of Association (Akta Perubahan Anggaran Dasar)

of Perusahaan Perseroan (Persero) PT Wijaya Karya Tbk., the Company’s short name is PT WIKA

(Persero) Tbk. (“Company”). The Capital Structure of the Company is prescribed in Deed No. 07

dated 7 April 2017, made before Ashoya Ratam, SH., M.KN, a Notary in Jakarta, and has been

approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decree

No. AHU-0010171.AH.01.02 dated 06 May 2017 (“Deed No. 07/2017”).

B. Scope of Business

In accordance with Article 3 of the Company’s Articles of Association, its objectives and purpose

is to conduct business in the following areas: construction industry, fabrication industry, leasing

services, agency services, investment, agro-industry, energy, renewable energy and energy

conversion industry, railway operations, port operations, airport operations, logistics, trade,

engineering procurement construction, estate development and management, services in

capacity building in construction, information technology, services in engineering and planning,

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DISCLAIMER:


for the production of high quality and competitive goods and/or services in order to record

profit to increase the Company’s valuation in accordance with the principles of Limited Liability

Companies.

C. Capital and Shareholding Structure of the Company

The Capital Structure of the Company is prescribed in Deed No. 07 dated 7 April 2017, made

before Ashoya Ratam, SH., M.KN, a Notary in Jakarta, and has been approved by the Ministry of

Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-

0010171.AH.01.02 dated 06 May 2017. Pursuant to the statement from the Company’s

Securities Administration Bureau, the shareholding structure of the Company as at 31 March

2018 is as follows:

Description Number of Shares

Nominal Value

(Rp100)

per share

%

Authorised Capital

- Series A Dwiwarna Shares

- Series B Shares

1

34,999,999,999

100

3,499,999,999,900

-

35,000,000,000 3,500,000,000,000

Issued and Paid-up Capital:

1. Government of the Republic of Indonesia

- Series A Dwiwarna Shares

- Series B Shares

1

5,834,850,000

100

583,485,000,000

65.05

2. Shareholdings by the Directors and Board of

Commissioners of the Company

- Bintang Perbowo (President Director)

- Novel Arsyad (Director of Human Capital

and Systems Development)

4,251,068

856,700

425,106,800

85,670,000

0.05

0.01

3. Shareholdings by Employees 59,943,482 5,994,348,200 0.67

4. Public with less than 5% Holdings 3,129,993,604 312,999,360,400 34.22

Total Issued and Paid-up Capital 8,969,951,372 896,995,137,200 100.00

Total Unissued Shares 26,030,048,628 2,603,004,862,800 -

D. The Board of Commissioners and Directors of the Company

1. Board of Commissioners

According to Deed No. 39 dated 23 March 2017, made before Ashoya Ratam, SH., M.KN, a

Notary in Jakarta, whose notice has been recorded by the Ministry of Law and Human Rights of

the Republic of Indonesia as stated in its Receipt of the Notice of Change in Corporate Data No.

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DISCLAIMER:


AHU-AH.01.03-0127318 dated 13 April 2017, the Company’s Commissioners as at the date of

the affiliated transaction is as follows:

President Commissioner/ : Ir. Imam Santoso. M.Sc

Commissioner : Liliek Mayasari, SE

Commissioner : Drs. Freddy R. Saragih, MPAcc

Commissioner : Eddy Kristanto

Independent Commissioner : Ir. Nurrachman, ST, MM

Independent Commissioner : Imas Aan Ubudiah, S.Pd, M.Si

2. Directors

According to Deed No. 39 dated 23 March 2017, drawn before Ashoya Ratam, SH., M.KN, a

Notary in Jakarta, whose notice has been recorded by the Ministry of Law and Human Rights of

the Republic of Indonesia as stated in its Receipt of the Notice of Change in Corporate Data No.

AHU-AH.01.03-0127318 dated 13 April 2017, the Company’s Directors as at the date of the

affiliated transaction is as follows:

President Director : Bintang Perbowo, SE, MM

Director of Finance : Antonius Nicholas Stephanus Kosasih. SE, MM-FI

Director of Human Capital and

Development : Ir. Novel Arsyad, MM

Director of Operation I : Ir. Chandra Dwiputra, MMT

Director of Operation II : Ir. Bambang Pramujo, MT

Director of Operation III : Ir. Destiawan Soewardjono, MM

3. Audit Committee

According to the Decree of the Board of Commissioners No. 56/DK/PT.WIKA/2017 dated 22 June

2017, members of the Audit Committee as at the date of the affiliated transaction is as follows:

Chairman/Member : Ir. Nurrachman, ST, MM

Member : Dra. Waluyati Supriyantini, CA, QIA, MM

Member : Ir. Muhammad Sjukrul Amien, MM

Member : Dr. Ac. Dr. Ed. Darsono P, SE, SF, MA, MM

4. Corporate Secretary

According to the Decree of the Directors No. SK.02.01/A.DIR.7124/2017 dated 9 June 2017, the

Corporate Secretary as at the date of the affiliated transaction is as follows:

Name : Puspita Anggraeni, ST, MM

Office Address : Jl. D.I. Panjaitan Kav. 9-10 Jakarta 13340, Indonesia

Phone Number : (021) 8067 9200

Fax Number : (021) 2289 3830

Email : [email protected]

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DISCLAIMER:


II. DESCRIPTION OF THE PROPOSED TRANSACTION

The Company is currently the majority shareholder in PT Wijaya Karya Realty Tbk. (“WIKA Realty,” or

“WR”) with a stake of 90.88%. In order to develop, build, and manage the Land in Bali, the Company

intends to cooperate with WR by entering into a cooperation agreement called WIKA-Wika Realty

Bali, abbreviated “WW @ Bali.”

The cooperation agreement is a revision (first amendment) of an agreement entered into on 10

December 2012. The agreement was deemed to be fair by the Public Appraisal Firm (Kantor Jasa

Penilai Publik, KJPP) Iskandar Asmawi dan Rekan according to its report number 062.1/IA-

1/FO/V/2018 dated 28 May 2012 on Summary Fairness Opinion Report on the Proposed Capital

Participation by PT Wijaya Karya (Persero) Tbk, wherein the capital to be placed pursuant to the

agreement with PT Wijaya Karya Realty Tbk. was an unutilised plot of land. Following the fairness

opinion, the Company issued a Disclosure under letter No. SE.01.01/A.DIR.10305/2012 dated 12

December 2012 on Disclosure of the Performance of the Joint Operations between PT Wijaya Karya

(Persero) Tbk. and PT Wijaya Karya Realty Tbk.

Since the Company is the parent entity of WR, and since there are some common management

personnel in the Conmpany and in WR, the Proposed Transaction is an affiliated transaction such

that the Company must comply with Regulation of the Capital Market and Financial Institution

Supervisory Agency (Bapepam-LK) No. IX.E.1 on “Affiliated Transactions and Conflicts of Interest in

Certain Transactions” prescribed under Appendix to the Decision of the Chairman of the Capital

Market and Financial Institution Supervisory Agency No. KEP. 412/BL/2009 dated 25 November

2009. Nonetheless, the Company states that this transaction is not a conflict of interest transaction.

The Company’s Board of Commissioners and Directors, both individually and collectively, are fully

responsible for the completeness and correctness of the information presented in this Disclosure,

and having held satisfactory examination and verification, to the extent to which the facts are

known and can be established, emphasise that the information contained in this Disclosure is true

and no material facts are concealed nor withheld, that in so doing may cause or result in such

information or material facts to become false and/or misleading.

In order to execute the Proposed Transaction and to comply with the provisions of Regulation IX.E.1,

the Company has appointed KJPP Toha, Okky, Heru & Rekan as an independent consultant to

prepare a Fairness Opinion of the Proposed Transaction.

DESCRIPTION OF THE PROPOSED TRANSACTION

According to information obtained from the Company’s management, the Proposed Transaction

intends to amend the terms of the KSO (Joint Operations) agreement with WR from previously a

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DISCLAIMER:


profit-sharing agreement into a fixed-profit agreement for WIKA, with an addendum stating that WR

must place a 1,140m2 plot of land to be developed while the Company will still place a 12,174m2 plot

of land (in the form of 8,568m2 plot of land and the cash equivalent of a 3,606m2 plot of land of

Rp15,598,156,727) owned by WIKA, demonstrated by 50 Right to Build titles (Hak Guna Bangunan,

HGB) to such plots. The plots of land provided by the Company are not planned for any use in the

Company’s interests/projects.

The value of transaction under the first amendment of the revised cooperation agreement in Article

4 on LAND VALUE, the parties agreed the land value to be:

Before the Amendment:

The Parties agree that LAND considered as placement by WIKA to be Rp3,600,000.00/m2 (three

million six hundred thousand Rupiah per square metre) or a total sum of Rp43,826,400,000.00

(forty-three billion eight hundred twenty-six million four hundred thousand Rupiah). Hereinafter in

this agreement referred to as “Land Value.”

After the Amendment:

The Parties agree that the value of WIKA’s participation is Rp52,660,000,000.00 (fifty-two billion six

hundred sixty million Rupiah), with the breakdown as follows:

a. in the form of a 8,568m2 parcel of land valued at Rp4,325,611.00/m2 (four million three hundred

twenty-five thousand six hundred eleven Rupiah per square metre) or a total sum of

Rp37,061,843,273.00 (thirty-seven billion sixty-one million eight hundred forty-three thousand

two hundred seventy-three Rupiah);

b. in the form of cash of Rp15,598,156,727.00 (fifteen billion five hundred ninety-eight million one

hundred fifty-six thousand seven hundred twenty-seven Rupiah) from the payment for a

3,606m2 parcel of land by WIKA REALTY.

The profit-sharing under the first amendment of the revised cooperation agreement in Article 6 on

PROFIT SHARING, the parties agreed to the provisions of profit-sharing as follows:

Before the Amendment:

The Parties agree that profits earned and losses incurred will be shared by and borne to each Party

at a rate of 50% to WIKA and 50% to WIKA REALTY.

After the Amendment:

1. The Parties agree that the share of Profits earned by WIKA is fixed and defined (“fixed profit”).

The amount of Fixed and Defined Profit share that will be earned by WIKA is

Rp18,836,029,205.00 (eighteen billion eight hundred thirty-six million twenty-nine thousand

two hundred five Rupiah), consisting of:

a. 13 (thirteen) Condotel units of the Nararaya type with a net floor space of 378.17m2 (three

hundred and seventy-eight point one seven square metres) for a value of Rp18,255,900,000

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DISCLAIMER:


(eighteen billion two hundred fifty-five million nine hundred thousand Rupiah), not including

Value-added Tax (Pajak Pertambahan Nilai, PPN), Acquisition Duty on Right to Land and

Buildings (Bea Perolehan Hak atas Tanah dan Bangunan, BPHTB), Title Transfer Duty (Bea

Balik Nama), Notary Fees, the sums of which will be borne by WIKA; and,

b. The remaining share of profit will be paid in cash for a sum of Rp580,129,205 (five hundred

eighty million one hundred twenty-nine thousand two hundred five Rupiah).

2. The payment of Profit as referred to in Article 6 section 1 of this Agreement will be paid in

instalments, as follows:

a. the payment of 20% of the total fixed and defined profit no later than August 2018 will be

paid by way of a Sale and Purchase Commitment of 13 Condotel units of the Nararaya type;

b. the remaining 80% of the total fixed and defined profit no later than August 2019 will be

paid by way of a Sale and Purchase Deed of 13 Condotel units of the Nararaya type and

including a cash payment for a sum of Rp580,129,205 (five hundred eighty million one

hundred twenty-nine thousand two hundred five Rupiah).

III. BENEFITS OF THE TRANSACTION

Benefits of the Transaction

The Management’s business considerations to execute the Proposed Transaction are as follows:

1. Develop empty plots of land into villas/condotels by cooperating with a credible developer, i.e.

WR.

2. Projections of economic and financial profits.

IV. DESCRIPTION OF THE AFFILIATION

Affiliation by Ownership

WIKA Realty is a subsidiary of the Company, wherein the Company holds a stake of 90.88%.

Affiliation by Management

In terms of management, one of the Company’s Directors, A.N.S Kosasih is the President

Commissioner of WIKA Realty.

V. INDEPENDENT PARTY AND SUMMARY OF ITS OPINION

The Company has appointed the Public Appraisal Firm (“KJPP”) Toha, Okky, Heru & Rekan

(hereinafter “KJPP TOH”) as the independent appraiser to issue a fairness opinion on the

Transaction. The Independent Appraiser has declared that it is not affiliated, both directly and

indirectly, to the Company as defined in the Capital Market Law.

9

DISCLAIMER:


The following is a summary of the Fairness Opinion on the Proposed First Amendment to the

Cooperation Agreement on the Development and Management of Land in Gangga with PT Wijaya

Karya Realty Tbk. (hereinafter “WIKA Realty”), a Subsidiary of the Company, as stated in the

Fairness Opinion Report Number: 025/FO/TOHA-PST/XXIX:

1. Affiliates in the Proposed Transaction

The affiliates in the proposed transaction are the Company and WIKA Realty in the Cooperation

to Develop and Manage Land in Gangga.

2. Object of the Appraisal

The object of appraisal is the Proposed First Amendment to the Cooperation Agreement on the

Development and Management of Land in Gangga with PT Wijaya Karya Realty Tbk..

3. Purpose of Appraisal

The purpose of the appraisal is to provide a fairness opinion on the proposed transaction in

order to execute the transaction and to satisfy the Regulation of the Financial Services Authority

(formerly Capital Market and Financial Institution Supervisory Agency, Bapepam-LK) No. IX.E.1

on Affiliated Transaction and Conflicts of Interest in Certain Transactions and Regulation No.

IX.E.2 on Material Transactions and Change of Primary Business Activity.

4. Primary Assumptions and Limiting Conditions:

Primary Assumptions

The Fairness Opinion on the Proposed Transaction is prepared to make certain that the

Proposed Transaction is executed in accordance with the arm’s length principle that is generally

accepted in commercial practices and does not damage the interests of the Company and its

shareholders. KJPP TOH adopts the following assumptions, among others:

1. KJPP TOH assumes that since the date of publication of its fairness opinion up to the date of

execution of the Proposed Transaction, there will be no amendments that will materially

affect the Proposed Transaction;

2. This Fairness Opinion is a comprehensive analysis whose constituents as a whole are

inseparable. Analysis and discussion of parts of this Fairness Opinion by an incompetent

party, without due consideration to analysis and discussion of other parts of this Fairness

Opinion as a whole, may result in a deviation of the conclusion reached in this Fairness

Opinion.

KJPP TOH bears no responsibility to restate or redress its opinion due to events occurring after

the date of this letter.

5. Limiting Conditions

10

DISCLAIMER:


This fairness opinion was prepared based on, among others, the principle of integrity of

available information. KJPP TOH prepares this Fairness Opinion based on the information and

data as supplied by the Company’s management, which by the nature of fairness is deemed to

be true, complete, reliable, and not misleading. KJPP TOH did not audit or verify such

information and data.

As the basis in carrying out the analysis and preparing the Fairness Opinion on the Proposed

Transaction, KJPP TOH uses the data as attached in the Sources of Data section as basis of its

considerations. Any change to such data may result in material deviations from the opinion

issued by KJPP TOH. Consequently, KJPP TOH bears no responsibility for the possibility of any

different conclusions that were reached as a result of the changes to the data mentioned above.

KJPP TOH assumes that the Company’s management has supplied all of the significant and

relevant information pertaining to the Proposed Transaction and that to the extent known by

the Company’s management, there is no other undisclosed data and material information that

may cause misleads.

KJPP TOH hereby wishes to state that the scope of its engagement does not include the analysis

of other transactions beyond that of the Proposed Transaction that may be executed by the

Company as well as the effects of such transactions on the Proposed Transaction.

KJPP TOH wishes to hereby states that the results of the analysis and research by KJPP TOH are

explicitly limited to the appraisal of the transaction, without due regard to taxation and

legislation, given that such aspects are beyond the scope of KJPP TOH’s engagement.

6. Approaches and Procedures of the Fairness Opinion

In evaluating the fairness of the Proposed Transaction, KJPP TOH performs analysis in the

following stages:

1. Analysis of the Proposed Transaction, consisting of analysis of the affiliates in the Proposed

Transaction and requirements of the Proposed Transaction.

2. Qualitative Analysis, consisting of a general overview of the industries pertaining to the

Company’s business activities and industry prospects.

3. Qualitative and Quantitative Analysis, consisting of a fairness analysis of the Proposed

Transaction, and incremental analysis of the Proposed Transaction for the Company.

VI. IMPACT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL POSITION (PRO FORMA)

The following is the Company’s pro forma financial statement before and after the transaction

according to the pro forma data supplied by WIKA’s Management to KJPP TOH. The cut-off date

used is 30 September 2017.

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DISCLAIMER:


(In Thousands of Rupiah)

Description

WIKA IMPACT OF TRANSACTION WIKA

(before placement of

land) DEBIT CREDIT

(after placement of land)

ASSETS

CURRENT ASSETS

Cash and Cash Equivalents 7,236,187,854 7,236,187,854

Net trade receivables - Third Parties 3,037,304,906 3,037,304,906

Net trade receivables - Related Parties

1,872,061,445 1,872,061,445

Net retention receivables - Third Parties

867,178,582 867,178,582

Net retention receivables - Related Parties

286,267,651 286,267,651

Due from Customers - Third Parties 3,839,820,048 3,839,820,048

Due from Customers - Related Parties 4,409,431,354 4,409,431,354

Accrued Income 971,621,297 971,621,297

Other receivables Net of Current Period

Related Parties 50,456,502 50,456,502

Third Parties 212,873,376 212,873,376

Inventories 1,801,710,352 1,801,710,352

Advance Net Current Portion 1,353,597,691 1,353,597,691

Prepaid Tax 1,306,494,868 1,306,494,868

Prepaid Expense 854,784,314 854,784,314

Business Guarantee Net Current Portion

87,941,452 87,941,452

Real Estate Assets Net Current Portion

2,156,720,108 2,156,720,108

Financial Assets from Concession Projects

110,148,921 110,148,921

Total Current Assets 30,454,600,721 30,454,600,721

NON-CURRENT ASSETS

Investment in Associates 323,059,232 323,059,232

Trade Account Receivables Net Current Portion

142,439,748 142,439,748

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DISCLAIMER:


Unbilled Receivables 92,097,802 92,097,802

Other Receivables - Related Parties 725,012,309 725,012,309

Advance Net Current Portion 250,588,122 250,588,122

Financial Assets from Concession Projects

86,182,475 86,182,475

Real Estate Assets Net Current Portion

655,344,707 26,276,775 629,067,932

Investment Property 483,232,833 483,232,833

Fixed Assets 3,693,430,958 3,693,430,958

Investment in Joint Venture 2,760,343,930 52,660,000 2,813,003,930

Goodwill 4,847,052 4,847,052

Business Guarantee Net Current Portion

200,681,233 200,681,233

Other Financial Assets 106,939,371 106,939,371

Intangible Assets 1,145,387 1,145,387

Other Assets 56,886,406 56,886,406

Net Deferred Tax Assets 16,029,018 16,029,018

Total Non-current Assets 9,598,260,583 9,624,643,808

TOTAL ASSETS 40,052,861,304 40,079,244,529

Description



land) DEBIT CREDIT


LIABILITIES AND EQUITY

CURRENT LIABILITY

Short Term Loans

Third Parties 3,864,775,020 3,864,775,020

Related Parties 2,644,595,613 2,644,595,613

Trade Payables -

Third Parties 7,603,680,167 7,603,680,167

Related Parties 75,375,824 75,375,824

Other Payables 111,773,445 111,773,445

Tax Payable 454,926,181 454,926,181

Advance from Customers 836,163,188 836,163,188

Accrued Expenses 5,538,911,509 5,538,911,509

Unearned Revenue 234,288,023 234,288,023

Short Term Liabilities due in One Year -

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DISCLAIMER:


Medium Term Loan 975,000,000 975,000,000

Long Term Loan 271,616,761 271,616,761

Lease Payables 23,867,402 23,867,402

Total Current Liabilities 22,634,973,133 22,634,973,133

NON-CURRENT LIABILITY

Employee Benefits Liabilities 321,207,700 321,207,700

Deferred Tax Liabilities 38,420,890 38,420,890

Advance for Long Term Projects 2,910,647,372 2,910,647,372

Current Portion of Long Term Loan after net of Current Portion

Medium Term Loan 250,000,000 250,000,000

Long Term Loan 602,281,036 602,281,036

Lease Payables 119,997,191 119,997,191

Total Non-current Liabilities 4,242,554,489 4,242,554,489

TOTAL LIABILITIES 26,877,527,322 26,877,527,322

-

Description



land) DEBIT CREDIT


EQUITY

Equity attributable to owners of parent entity

Share Capital 896,995,137 896,995,137

Authorized Capital of 35,000,000,000 shares, par value of Rp100 per share. Issued and paid-up capital are 8,969,951,372 shares as at 30 Sept 2017

Treasury Stock (10,272,110) (10,272,110)

Additional Paid-in Capital 6,555,720,677 6,555,720,677

Change of Equity in Subsidiary Company

1,059,204,710 1,059,204,710

Other Equity Components (143,729,994) (143,729,994)

Retained Earnings 3,430,423,254 23,606,529 3,454,029,783

Total Equity 11,788,341,674 11,811,948,203

Non-controlling Interest 1,386,992,308 2,776,696 1,389,769,004

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DISCLAIMER:


Total Equity 13,175,333,982 13,201,717,207

TOTAL LIABILITIES AND EQUITY 40,052,861,304 40,079,244,529

1. Fairness of the Value of the Proposed Transaction

The analysis carried out was to compare the return on investment made by WIKA in the Gangga KSO

without taking into account the time value of money (TVOM) and by taking into account the TVOM

at a discount rate of 10.42% – the figure of which is the interest on investment loans from

Government-owned Banks, based on the Indonesian Financial Statistics (Statistik Ekonomi dan

Keuangan Indonesia, SEKI) compiled by Bank Indonesia (BI). The discount rate is taken into account

since all return on investment made by WIKA is in the form of land value and fixed profit that is both

fixed and defined.

15

DISCLAIMER:


Presented in a table, the return on investment by way of land provision by WIKA is as follows:

Description Without Taking Into Account

Time Value of Money

Taking Into Account Time Value of Money

Return of Land Value 52,660,000,000 38,943,264,462

Fixed Profit in 12 Condotel Units 18,836,029,205 16,029,056,321

Total (Rp) 71,496,029,205 54,972,320,783

Market Value of Land Appraisal 52,660,000,000 52,660,000,000

Value Added (Rp) 36% 4%

2. Opinion on Fairness of the Transaction

Based on the fairness analyses of the Proposed Transaction, i.e. analysis of the Proposed Transaction

as well as qualitative and quantitative analysis, the KJPP TOH is in the opinion that from an

economic and financial point of view, the Proposed Transaction, as a whole, is fair to both the

Company and its shareholders.

VII. STATEMENT OF THE COMPANY’S DIRECTORS AND COMMISSIONERS

1. This Disclosure, submitted to the Financial Services Authority on 9 April 2018, is complete and meets

the requirements prescribed in Regulation No. IX.E.1 on Affiliated Transaction and Conflicts of

Interest in Certain Transactions, Appendix to the Decision of the Chairman of the Bapepam-LK No.

Kep-412/BL/2009 dated 25 November 2009 (hereinafter "Regulation IX.E.1”);

2. Having conducted prudent and careful examination, we believe that this submitted Disclosure does

not contain statements or information or facts that are incorrect or misleading;

3. Having conducted a prudent and careful examination, we believe that investors have all the

necessary information or material facts required to arrive at a decision in relation to the

Transaction;

4. The Transaction is not a Conflict of Interest as referred to in Regulation No. IX.E. on Affiliated

Transaction and Conflicts of Interest in Certain Transactions, Appendix to the Decision of the

Chairman of the Bapepam-LK No. Kep-412/BL/2009 dated 25 November 2009 (hereinafter

"Regulation IX.E.1”)

16

DISCLAIMER:


VIII. ADDITIONAL INFORMATION

For further information concerning this transaction, please contact the Company during business hours

at the following address:

Corporate Secretary

PT Wijaya Karya (Persero) Tbk.

Jl. D.I. Panjaitan Kav. 9-10

Jakarta, 13340, Indonesia

Phone : (021) 9067-9200

Fax : (021) 2289-3830

Email : [email protected]

Website : www.wika.co.id

Sincerely Yours,

PT Wijaya Karya (Persero) Tbk.

Corporate Secretary,

[Signed & Duty Stamped]

Puspita Anggraeni

Corporate Secretary

mailto:[email protected]

http://www.wika.co.id/

DISCLOSURE - PT Wijaya Karya (Persero) Tbk

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